MMAPGX TELEVISION HOST AGREEMENT
TELEVISION HOST AGREEMENT
THIS AGREEMENT is entered into as of _______, 20__, between MMAPGX ("Producer") and ________________ ("Host") in connection with the television show presently entitled "________________________________" (the "Program").
ENGAGEMENT. Producer hereby engages Host to render his exclusive services to Producer during the term of this agreement (Agreement"), and Host hereby accepts such employment and undertakes to perform the duties and obligations of host of the Program, show length approximately _______ minutes.
TERM. The term of this Agreement shall commence on the date hereof and shall continue for one (1) year from such date (the "Initial Term"), unless further extended in accordance with the provisions hereof, or unless sooner terminated in accordance with the provisions hereof.
COMPENSATION. On condition that Host shall fully and faithfully perform all of the material services, duties and obligations required hereunder and that Host is not in material default hereunder, Producer agrees to pay Host, and Host agrees to accept, as full and complete compensation for all services of Host and all rights herein granted and to be granted by Host to Producer hereunder, the sum of $_____ for the initial pilot. Once the Program goes into production, Host shall be paid $______ per episode or $_______ per day with ______ episodes shot each day, whichever is less. Such compensation shall be payable one week after the services are rendered.
OPTION TO EXTEND TERM. In consideration of the execution of this Agreement by Producer, Host hereby grants to Producer the following options:
4.1 First Extension Period. To extend the term of Host's employment for an additional period of one year (the "First Extension Period") from the expiration of the Initial Term, upon the same terms and conditions as those herein contained, except that Host's compensation during the First Extension Period shall be at the rate of $______ per episode or $_______ per day with ______ episodes shot each day, whichever is less.4.2 Second Extension Period. To extend the term of Host's employment for an additional period of one year (the "Second Extension Period") from the expiration of the First Extension Period, upon the same terms and conditions as those herein contained, except that Host's compensation during the Second Extension Period shall be at the rate of $______ per episode or $_______ per day with ______ episodes shot each day, whichever is less.
4.2 Third Extension Period. To extend the term of Host's employment for an additional period of one year (the "Third Extension Period") from the expiration of the Second Extension Period, upon the same terms and conditions as those herein contained, except that Host's compensation during the Third Extension Period shall be at the rate of $______ per episode or $_______ per day with ______ episodes shot each day, whichever is less.
Each of the foregoing options may be exercised separately at any time, but not later than thirty (30) days prior to the expiration of the then current period. No option shall be exercisable unless all preceding options have been exercised. The exercise by Producer of any option shall not be deemed to be (1) an exercise of any subsequent option or options, nor (2) a waiver by Producer of any prior breach of this Agreement by Host, whether known or unknown, nor (3) a ratification by Producer of any prior course of conduct by Host. The exercise of any option shall be by notice served upon Host within the periods specified above. Whenever in this Agreement the words "the term hereof" or "the term of this Agreement" are used, such words shall mean and include not only the Initial Term, but also all Extension Periods if the options with respect thereto are exercised.
SERVICES EXCLUSIVE. Host shall render his services solely and exclusively to Producer throughout the term hereof on those days when Producer is shooting episodes. The shooting schedule shall be proposed by Producer, who shall endeavor to schedule production so that there is no conflict with Host's other professional commitments. Host shall make himself reasonably available for production of episodes.
5.1 Host shall not, during the term hereof, grant any right to anyone other than Producer to use Host's name, voice, and likeness for the purpose of promoting or advertising any show similar to the Program without Producer's prior written consent.
5.2 During the term hereof, Host shall not, without Producer's prior written consent, make any announcement or make known, directly or indirectly, by paid advertisement, press notice, or otherwise, that Host has contracted to perform any services contrary to the terms of this Agreement.
CREDIT. Host shall receive credit in connection with the Program if Host shall appear recognizably therein as follows:
6.1 On Screen. On screen, on a ______ card, __% of the size of the ___ ( ) lead actors, position to be at the discretion of Producer. Main titles may be placed at the end of the Program at Producer's discretion.
6.2 Paid Advertising. At the sole discretion of Producer in the billing block portion of paid advertising relating primarily to the Program issued by or under the direct control of Producer.
6.3 Exclusions and Exceptions. Producer's obligation hereunder, if any, to accord credit in paid advertising shall be subject to usual and customary exclusions of Producer and/or any third party distributor(s) of the Program, including, but not limited to, any of the following ("excluded advertising"): (1) group, list or institutional advertising; (2) teaser or special advertising; (3) outdoor advertising; (4) promotional material for exhibitors; (5) publicity, advertising or exploitation relating to the story or literary or dramatic material on which said Program is based, its title, the authors or writers, the music, the composers or conductor, the director, or similar matters; (6) any advertising or publicity written in narrative form; (7) a listing in the nature of a cast of characters; (8) trailer or other advertising on the screen; (9) radio or television advertising; (10) newspaper or magazine advertising of eight (8) column inches or less; (11) window or lobby displays or advertising; (12) advertising relating to subsidiary or ancillary rights in the Program (including without limitation, novelizations, screenplay and other publications, products or merchandising, soundtrack recordings, DVDs and other home video devices and the covers, packages, containers or jackets therefor); (13) advertising in which no credit is accorded other than credit to the Producer and/or any other company financing or distributing the Program; (14) advertising, publicity and exploitation relating to by-products or commercial tie-ups; (15) other advertising not relating primarily to the Program; and (16) award, nomination, or congratulatory advertising relating to the Program.
6.4 General. Except as otherwise provided herein, all aspects of Host's credit on screen and in paid advertising including the form, size, style and placement thereof, shall be determined by Producer in its sole and complete discretion. All references herein to the title of the Program shall be deemed to mean the "regular" title unless reference is specifically made to the so-called "artwork" title. Producer shall have the right, but not the obligation, to accord Host more favorable credit than that provided for herein.
6.5 Failure to Comply. No casual or inadvertent failure to comply with the provisions of this paragraph or failure by any third parties to comply with their agreements with Producer shall constitute a breach hereof; provided, however, that if Producer receives written notice from Host of Producer's failure to comply with the provisions of this paragraph, Producer shall use its reasonable efforts to prospectively remedy such breach on positive prints, DVDs and similar devices of the Program manufactured after Producer has an adequate period after receipt of such notice within which to implement such correction, and in paid advertising which is prepared after Producer has had an adequate period of time after receipt of such notice within which to implement such correction. Notwithstanding the foregoing, it is acknowledged that Producer shall be under no obligation to manufacture subsequent prints or to issue subsequent paid advertising. Producer shall contractually require its third party distributors of the Program to accord Host credit as provided herein.
NAME AND LIKENESS. Host hereby grants to Producer the right to use Host's name, voice, likeness (subject to Paragraphs 8 and 9 hereof) and/or biography in connection with the production, exhibition, advertising and other exploitation of the Program and all subsidiary and ancillary rights therein, in any and all media, including, without limitation, soundtrack recordings derived from the Program, music videos, so-called "making of" programs, print publications, novelizations, merchandising and commercial tie-ups; provided, however, that in no event shall Host be depicted as using or endorsing any product, commodity or service without Host's prior written consent.
STILL PHOTOGRAPHY. Host shall have the right to approve all still photographs in which Host appears which are issued by or under the direct control of Producer in connection with the advertising, promotion or publicity of the Program (including the artwork for the Program and in connection with the novelization, soundtrack album and DVD packaging) or in connection with any merchandising item or commercial tie-up. Host shall be required to approve not less than fifty percent (50%) of a reasonable number of still photographs of Host alone and seventy-five percent (75%) of still photographs in which Host appears with another cast member, submitted to Host hereunder. Host shall advise Producer of such approval or disapproval within three (3) business days after receipt of such materials by Host or Host's agent (reducible to two [2] business days if required due to production exigencies). If Host shall fail to approve the requisite number of photographs so submitted, or shall fail to timely communicate to Producer such approval or disapproval herein, then an additional number of photographs required to reach the 50% or 75% approval requirement in the group so submitted shall be deemed approved. Once a photograph is approved by Host, it shall be deemed approved for all purposes hereunder.
NON-PHOTOGRAPHIC LIKENESSES. Host shall have the right to approve all drawn or non-photographic likenesses of Host used in connection with the advertising, promotion or publicity of the Program or in connection with any merchandising item or commercial tie-up, which approval shall not be unreasonably withheld and shall not be exercised in a manner so as to frustrate the advertising, promotion or publicity campaign for the Program. If Host does not approve any likeness so submitted, Host shall notify Producer within three (3) business days (reducible to two [2] business days if required due to production exigencies) after receipt of such likeness by Host or Host's agent of Host's disapproval and the specific reasons therefor. Producer will then redraw the likeness and resubmit it to Host for Host's approval. If Host does not approve of the resubmitted likeness, Host shall notify Producer within three (3) business days of Host's disapproval and the specific reasons therefor; provided, however, that Host shall not have the right to object to elements in the redrawn likeness which were in the originally submitted likeness and to which Host did not previously object. Provided Producer then redraws such likeness in accordance with Host's objections the likeness shall be deemed approved. The foregoing procedures shall be repeated one additional time if Host, in accordance with the foregoing, disapproves the resubmitted drawing. If Host does not specifically disapprove any likeness submitted within the applicable approval period, such likeness shall be deemed approved.
TRAVEL EXPENSES. The location for the Program is presently set to be the Los Angeles County area. If the location for the Program is other than Los Angeles, Producer will provide Host with one (1) round-trip first-class (if available, otherwise business-class) air transportation for Host (if available and on an if-used basis) between Los Angeles and the shooting location. While Host's services are required by Producer on location, Producer will provide Host with a first-class hotel room (room and tax only), and a non-accountable expense allowance (per diem) of Seventy-Five Dollars ($75) per day. Such per diem shall be in lieu of reimbursement for any and all meals and all other incidental living expenses.
PROMOTIONAL SERVICES. Subject to Host's professional availability, Host shall render all services as, when and where reasonably required by Producer in connection with publicity and promotion of the Program, including, without limitation, press conferences, interviews, photo sessions, premieres, television appearances and promotional tours. Subject to any applicable union agreement, no additional compensation shall be payable to Host with respect to Host's publicity and promotional services hereunder. If Producer requires Host to render such promotional services at a place which is more than fifty (50) miles from Host's principal residence in the Los Angeles area, Producer shall provide Host with a round-trip transportation for use by Host (first-class, if available and used and by air, if appropriate), first-class hotel accommodations (room and tax only), ground transportation and a non-accountable expense allowance in the amount of Seventy-Five Dollars ($75) per day.
SERVICES. Subject to the terms and conditions of this Agreement, Host shall render all services as are required by Producer hereunder and all services as are customarily rendered by hosts in the television industry, as, when and where reasonably required by Producer, and shall comply with all directions, requests, rules and regulations of Producer in connection therewith, whether or not the same involve matters of artistic taste or judgment.
RESULTS AND PROCEEDS.
13.1 Work-Made-For-Hire. Host hereby grants to Producer all rights of every kind and nature in, to and with respect to, the results and proceeds of Host's services hereunder as a "work-made-for-hire" for Producer. Host acknowledges that Producer shall be the sole and exclusive owner of all right, title and interest in and to the Program, including, without limitation, the copyright therein, and of all the results and proceeds of Host's services hereunder and shall have the right to use, exploit, advertise, exhibit and otherwise turn to account any or all of the foregoing in any manner and in any media, whether now known or hereafter devised, throughout the world, in perpetuity, in all languages, as Producer, in its sole and unfettered discretion, shall determine. If for any reason it is determined that the results and proceeds of Host's services hereunder are not a "work-made-for-hire", then Host hereby grants to Producer all right, title and interest in and to such results and proceeds, including copyright (and all rights therein).
13.2 Droit Moral. Producer may, in its sole discretion, make any and all changes in, additions to, and deletions from the Program. Host hereby waives the benefits of any provision of law known as "droit moral" or any similar law which Host may have in any country of the world and Host agrees that Host will not institute, support, maintain, authorize or consent to any action or lawsuit on the ground that any version of the Program produced or exhibited by Producer, its assignees or licensees, in any way constitutes an infringement of Host's "droit moral" or contains unauthorized variations, alterations, modifications, changes or translations, and Host hereby indemnifies and holds Producer harmless from and against any claim, action, proceeding or demand brought, maintained, prosecuted or made on any such ground by Host, or any other person (if the same be brought, made, prosecuted or maintained with Host's consent or permission), and from and against any and all loss, cost or expense incurred by Producer, its successors, licensees and assigns in connection therewith, including, but not limited to, attorneys' fees and costs whether or not litigation is commenced.
NO OBLIGATION TO PROCEED. Nothing herein contained shall in any way obligate Producer to use Host's services hereunder, to include the results and proceeds of Host's services in the Program or to produce, exhibit, advertise or distribute the Program; provided, that nothing contained in this paragraph shall relieve Producer of its obligation to pay Host the accrued and unpaid Basic Compensation specified herein at the times and in the manner and subject to the conditions and contingencies described herein, and Producer's obligations hereunder shall be deemed fully performed by payment thereof; provided, however, nothing contained herein shall relieve Producer of its obligation to accord Host credit as provided herein if Host appears recognizably in the Program.
DEFAULT.
15.1 Suspension/Termination. Upon any material breach or default by Host of any of the provisions of this Agreement, and subject to the reasonable right to cure any such breach upon receipt of written notice, Producer shall have the right, exercisable at any time after such breach is not cured as aforesaid, to suspend Host's engagement hereunder and/or to terminate this Agreement by so notifying Host in writing. For purposes hereof, it is agreed that the reasonable cure period for a breach or default during shooting of the Program shall be twenty-four (24) hours from the time Host receives written notice of such breach or default. Producer's election to suspend this Agreement shall not affect its right thereafter to terminate this Agreement. Producer's indemnification obligations shall survive the termination of this Agreement.
15.2 Payments. In the event of a suspension for default pursuant to this paragraph, Producer's obligation to make all payments described herein shall likewise be suspended, except for compensation theretofore accrued. In the event of a termination for default pursuant to this paragraph, no further compensation shall be payable to Host hereunder. The foregoing shall in no way limit any other remedy which Producer may have against Host, including, without limitation, the right to recover all monies theretofore paid hereunder.
- FORCE MAJEURE.
16.1 Suspension/Termination. If the preparation or production of the Program is hampered, interrupted, or prevented due to an event of force majeure (as that term is customarily defined in the motion Program and television industries), including, without limitation, an act of God, war (whether declared or undeclared), riot, civil commotion, fire, casualty, strike, boycott, labor dispute, act of any federal, state or local authority, the death, incapacity of the director, a principal member of the cast of the Program, or other key personnel, or for any other similar or dissimilar reason beyond Producer's reasonable control, Producer shall have the right on written notice to Host to suspend this Agreement while such event continues (and for such period after its abatement as may be required for Producer to resume production of the Program). There may not be more than one (1) suspension for each force majeure event. If a suspension for force majeure continues for a period of eight (8) consecutive weeks, either Producer or Host may terminate this Agreement at any time during the continuation of such suspension, provided, that if Producer, within one (1) week after actual receipt of Host's notice of termination, elects to end the suspension effective as of the date of said notice, this Agreement shall not be terminated. Producer's election to suspend this Agreement shall not affect its right thereafter to terminate this Agreement. Producer shall only have the right to terminate/suspend Host if all other performers are similarly terminated/suspended. Host shall have the right to be reinstated if the production is subsequently resumed and any of the other performers are reinstated. If a suspension continues for more than two (2) weeks, Host may render services for others, but immediately upon the end of such suspension Host shall resume services hereunder.
16.2 Payments. In the event of a suspension based on an event of force majeure pursuant to this paragraph, Producer's obligation to make the payments described herein shall likewise be suspended. In the event of a termination based on an event of force majeure pursuant to this paragraph, Producer and Host shall each be released from all of their respective executory obligations hereunder and the compensation, if any, theretofore accrued to Host hereunder, when paid, shall be deemed payment in full of the compensation payable to Host hereunder.
- DISABILITY.
17.1 Suspension/Termination. If Host shall die or shall suffer any material mental and/or physical injury, impairment, sickness or other incapacity, or any physical disfigurement or any change in voice or appearance (any of the foregoing being referred as a "disability") which materially detracts from Host's performance of Host's services to the full extent required by Producer hereunder, Producer shall have the right to suspend this Agreement while such disability continues. In the event such suspension shall last longer than two (2) consecutive days or four (4) days in the aggregate, Producer shall have the right to terminate this Agreement. Producer's election to suspend this Agreement shall not affect its right thereafter to terminate this Agreement if the disability continues.
17.2 Payments. In the event of a suspension for disability pursuant to this paragraph, Producer's obligations to make the payments described herein shall likewise be suspended. In the event of a termination for disability pursuant to this paragraph, Producer and Host shall each be released from all of their executory obligations hereunder and the compensation, if any, theretofore accrued to Host, shall be deemed payment in full of the compensation payable to Host hereunder.
EFFECT OF EXPIRATION OR TERMINATION. Notwithstanding anything to the contrary contained in this Agreement, neither the expiration nor the termination of this Agreement for any reason shall affect the ownership by Producer of the results and proceeds of the services rendered by Host hereunder, or alter any of the rights or privileges of Producer or any warranty, representation, covenant or undertaking on the part of Host hereunder.
INJUNCTIVE RELIEF. Host acknowledges and agrees that the services to be rendered by Host hereunder are of a special, unique, unusual, extraordinary and intellectual character, making them difficult to replace and giving them a peculiar value, the loss of which cannot be reasonably compensated in damages in an action at law; that if Host breaches any provision of this Agreement, Producer will be caused irreparable damage; and that, therefore, Producer shall be entitled, as a matter of right, at its election, to seek to enforce this Agreement and all of the provisions hereof by injunction or other equitable relief.
BREACH OF AGREEMENT. No act or omission of Producer hereunder shall constitute an event of default or breach of this Agreement unless Host shall first notify Producer in writing setting forth such alleged breach or default and Producer shall not cure the same within five (5) business days after receipt of such notice. In the event of any breach by Producer of this Agreement, Host shall be limited to Host's remedies at law for damages, if any, and shall not have the right to terminate or rescind this Agreement or to enjoin or restrain in any way the production, distribution, advertising or exploitation of the Program, or any parts or elements thereof.
INDEMNIFICATION. Host agrees at all times to defend, indemnify and hold Producer, its parents, subsidiaries, affiliates, constituent corporations and its officers, directors, agents, successors, licensees and assigns, harmless from and against any and all liabilities, losses, claims, demands, costs and expenses (including reasonable outside attorneys' fees and costs, whether or not litigation is actually commenced) arising out of any breach of any representation, warranty or agreement made by Host under this Agreement. Host agrees that Producer shall have the sole right to control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, demands or litigation. Producer agrees at all times to defend, indemnify and hold Host harmless from and against any and all liabilities, losses, claims, demands, costs and expenses (including reasonable attorneys' fees and legal costs, whether or not litigation is actually commenced) arising out of its development, production, distribution or exploitation of the Program, except to the extent such liabilities arise from Host's breach of this Agreement.
REMEDIES. The remedies herein provided shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other. Each of the parties specifically agree that the other party may seek to recover by appropriate action the amount of the actual damage caused them by any failure, refusal or neglect of the other party to keep and perform its agreements and warranties herein contained. No waiver by either of the parties hereto of any failure by the other party to keep or perform any covenant or condition of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same, or any other, covenant or condition.
COMMITMENTS TO OTHERS. Host shall have no right or authority to and shall not employ any person in any capacity, nor contract for the purchase or rental of any article or material, or make any commitment, agreement or obligation whereby Producer shall be required to pay any monies or other consideration under any circumstances.
PUBLICITY. Host warrants and agrees that Host shall not authorize the publication of any news story, magazine article or other publicity or information of any kind or nature relating to the Program or Host's services hereunder or to Producer or to any exhibitor or any distributor of the Program without the prior written consent of Producer in each instance; provided, however, Host may issue personal publicity concerning Host in which the Program is mentioned incidentally, so long as such references to the Program are not derogatory.
RIGHT TO WITHHOLD. Producer shall have the right to deduct and withhold from any sums payable to Host hereunder any amounts required to be deducted and withheld by Producer pursuant to any present or future law, ordinance or regulation of the United States of America, or of any state thereof or any subdivision of any state thereof, or of any other country, including, without limitation, any country wherein Host performs any of Host's services hereunder, or pursuant to any present or future rule or regulation of any union or guild (if any) having jurisdiction over the services to be performed by Host hereunder. Any compensation so withheld by Producer shall be paid to Host when and if it is legally permissible to do so.
GUILD MEMBERSHIP AND AGREEMENT. Host shall, at Host's expense, be or become and remain during the term hereof a member in good standing of SAG-AFTRA or any other collective bargaining organization having jurisdiction over Host's services in connection with the Program. In the event that Host fails, neglects or refuses to become or remain a member in good standing of SAG-AFTRA or any other such organization, Producer shall have the right at Producer's sole election (in addition to its other rights and remedies hereunder) to terminate this Agreement or to pay on Host's behalf any required dues, fees or other payments to such organization and in the event of any such payment, Producer may deduct the amounts paid by Producer from any compensation otherwise payable to Host hereunder. Host's services hereunder shall be rendered pursuant to the terms and conditions of the applicable collective bargaining agreement, and except as expressly provided to the contrary herein, Producer shall be entitled to the maximum benefits and shall be deemed to have acquired the maximum rights provided for in the applicable collective bargaining agreement. To the extent that any provision of this Agreement conflicts with the mandatory provisions of the applicable collective bargaining agreement, such agreement shall prevail; provided, however, that in such event the provision(s) of this Agreement affected shall be curtailed and limited only to the extent necessary to permit compliance with the minimum mandatory terms and conditions of the applicable collective bargaining agreement. If the applicable collective bargaining agreement requires the payment of compensation to Host in addition to that provided for in this Agreement, such additional compensation shall be paid at the minimum applicable rates specified in such agreement. Without limiting the foregoing, the compensation payable hereunder shall include compensation for rehearsal time, travel time and intervening time. Producer agrees to remain, during the term hereof, a signatory to the applicable collective bargaining agreement.
- INSURANCE. Producer shall have the right to apply for and take out, at Producer's expense, life, health, accident, cast or other insurance covering Host, in any amount Producer deems necessary to protect Producer's interest hereunder. Host shall not have any right, title or interest in or to such insurance. Host shall assist Producer in obtaining such insurance by submitting to usual and customary medical and other examinations (it being understood Host shall have the right to have Host's own physician present at such examinations at Host's sole expense), and by signing such applications, statements and other instruments as may be reasonably required by any insurance company. In the event Host fails or is unable to qualify for such insurance at customary rates, Producer shall have the right to terminate this Agreement. During the term of this Agreement, Host shall not travel on any chartered or unscheduled airline or plane, unless requested to do so by Producer, or engage in any conduct prohibited by any policy of insurance obtained by Producer hereunder.
IMMIGRATION AND NATURALIZATION ACT. Producer's engagement of Host hereunder is subject to Host's compliance with the terms and provisions of the Federal Immigration and Naturalization Act. In that regard, concurrently with the execution of this Agreement, Host shall provide Producer or its designee with such proof of Host's United States citizenship or authorization to work in the United States as may be required by the Immigration and Naturalization Service ("INS"). Host shall complete all forms required by the INS. Host acknowledges that this Agreement shall not become effective and that Host shall not be considered employed hereunder nor be entitled to any compensation hereunder, unless and until Host complies with the provisions of this paragraph.
ASSIGNMENT. Producer shall have the right to assign this Agreement, in whole or in part, in any manner and to any person, firm or corporation that Producer shall determine but Producer shall not be relieved of its obligations hereunder by reason of such assignment. Host shall not have the right to assign this Agreement.
NOTICES. All notices required hereunder shall be in writing and shall be given either by personal delivery, telegram (toll prepaid), fax, or by registered or certified mail (postage prepaid), and shall be deemed given hereunder on the date delivered, telegraphed or faxed or a date forty-eight (48) hours after the date mailed. Until further notice, the addresses of the parties for purposes of notices and payments shall be as follows:
HOST PRODUCER
- MISCELLANEOUS. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and shall not be modified except by a written document executed by all parties. This Agreement shall be governed by and construed pursuant to the laws of the State of California applicable to agreements executed and to be performed entirely therein. Paragraph headings are for the convenience of the parties only and shall have no legal effect or validity.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
MMAPGX, INC.
By:________________________________
An Authorized Signatory
Host
S.S. # ___________________